Jobster User Agreement

Last updated January 31, 2008

Welcome to Jobster

Your access to and use of Jobster.com, (together with all sites owned or operated by Jobster, collectively called the "Site") and the services provided by Jobster including but not limited to the Jobster Employer Service, the Talent Network Service, the Job Posting Service, the Featured Advertising Service and the Powered by Jobster Service (collectively, the "Service") are governed by this Jobster User Agreement ("Agreement").

YOUR USE OF THE SERVICE AND SITE INDICATES YOUR ACCEPTANCE OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, PLEASE DO NOT USE THE SITE OR SERVICE. JOBSTER, INC. ("we," "us" OR "Jobster") RESERVES THE RIGHT TO UPDATE THE TERMS OF THIS AGREEMENT AT ANY TIME WITHOUT NOTICE TO YOU BY POSTING AN UPDATED VERSION OF THIS AGREEMENT TO THIS WEB PAGE, SO PLEASE CHECK THIS WEB PAGE FROM TIME TO TIME AS YOUR CONTINUED USE OF THIS SITE SIGNIFIES YOUR ACCEPTANCE OF ANY CHANGED TERMS. WE WILL, HOWEVER, POST A NOTICE FOR 30 DAYS AFTER WE’VE UPDATED THE AGREEMENT TO LET YOU KNOW THAT WE’VE MADE UPDATES.

PRIVACY. Jobster cares about its network of users. For an explanation of Jobster’s practices and policies related to the collection, use and storage of your personally identifiable information, please read our Privacy Policy.

ELIGIBILITY. You must be sixteen years old or older to register for use of the Site and/or Service, but you must be eighteen years old, or the age of majority as defined in your jurisdiction, whichever is older, to use our Featured Advertising Service. Use of the Service is void where prohibited. By using this Site, you represent and warrant that you have the right, authority, and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement.

TERM. This Agreement will remain in full force and effect while you use this Site. If you breach this Agreement, Jobster may suspend your account at any time. Even after your account is terminated, or you stop using the Site or Service, certain terms of this Agreement will remain in effect, including but not limited to the license you grant to us and representations and warranties you make to us under Content Posted on or Through the Site, Ownership of Intellectual Property, Indemnity, No Warranty, Limitation of Liability, and Copyright and Trademark.

USE. Your use of the materials included on this Site is for informational purposes only. Unless you have received prior written consent from Jobster, you agree you will not distribute, publish, transmit, modify, display or create derivative works from, exploit, or profit from the contents of this Site or any Service in any way other than for the purpose of seeking employment or seeking and managing job prospects, career contacts or career networking on the Site or through the Service.

YOUR PROFILE. When you join and use this Site to manage your career, you will create a "Profile" that includes information such as your name, skills, experience, and interests. Your Profile will automatically be made public for viewing by all users of the particular Jobster website where you created your Profile. You have the option to deactivate your Profile at any time by visiting your account settings. If you join a specific employer’s Talent Network, your profile will automatically be displayed to the employer and other users of that Talent Network. Jobster may also give you the opportunity to opt-in to display your Profile on other Jobster websites. By registering for any account on the Jobster Service, you hereby consent to Jobster’s creation and display of your Profile as described in this Agreement.

CONTENT POSTED ON OR THROUGH THE SITE. You understand and agree that Jobster may review and delete any content, including but not limited to jobs, messages, photos or profiles, (collectively, "Content") that in the sole judgment of Jobster violate this Agreement, or that might be offensive or illegal, or that might violate the rights of, harm, or threaten the safety of users.

By posting your Content to any part of the Site or through any Service, you automatically grant, and you represent and warrant that you have the right to grant, to us an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, perform, display, reformat, translate, excerpt (in whole or in part) and distribute such Content and to prepare derivative works of, or incorporate into other works, such Content, and to grant and authorize sublicenses of the foregoing. You may remove your Content from the Site at any time. However, Jobster cannot guarantee that your Content will be removed from the Internet as search agents and other indexing services may retain and display a copy of a web page that Jobster has removed. Furthermore, Content that we have removed from the Site may persist in backup or cached copies on Jobster’s servers for a reasonable period of time but will not be generally available to users of the Site.

You understand and agree that by posting your Content to the Site or Service, the Content including your name, questions answered, tags, links, photos and all other Content that you voluntarily post, add, or submit to the Site or through a Service, will be open to the anyone on the Internet and may be found through search engines, scrapers, crawlers and aggregators.

You understand that Jobster allows you to create a personalized URL for use in association with your profile within the Site or Service. You agree that your URL cannot contain any naming convention currently used by, reserved or intended for the Site or Service. In addition, you understand that company names and trademarked names or terms are not allowed for use within your personalized URL. You understand and agree that Jobster may review, delete any content within, or take possession of your personalized URL, for any reason whatsoever that, in the sole judgment of Jobster, is determined to violate this Agreement, or that might be offensive or illegal, or that might violate the rights of, harm, or threaten the safety of users.

All job advertisements must be for legitimate, lawful, current or future U.S.-based job opportunities that you intend to fill within (1) year. You agree to use our job posting Service only to post jobs for W-2 employees working in the U.S. — no independent contractors or other non-compliant jobs are allowed. Examples of non-compliant jobs include: 100% commission-based positions, volunteers, jobs that involve illegal activities (including but not limited to money laundering), jobs that involve nudity, independent sales positions, mystery shoppers, work-from-home opportunities, business opportunities, or any position or business opportunity which requires payment from the applicant or requires recruitment of other individuals, sub-distributors or sub-agents such as a multilevel marketing scheme, pyramid scheme, franchise or distributorship arrangement, as well as any jobs that Jobster deems inappropriate. In addition, you may not create duplicate or derivative jobs in order to circumvent the posting limits of the Jobster job posting service. Jobster reserves the right to permanently disable the job posting functionality of any user found to be in violation of the terms of this Agreement.

You agree to allow companies to send you opportunities through the Service, including content such as job alerts, news alerts, newsletters, product launch notices, and other general company information. You can opt out of any and all contact from Jobster or companies using the Service at any time. You may be contacted by people seeking referrals to specific companies, which you can accept or decline. By accepting, an email will be automatically sent to you with notice of acceptance. By declining, no email will be sent to you.

Employees of companies using the Service may also receive requests from people seeking referrals, whether or not they are a Site user. By accepting, an email will automatically be sent to the jobseeker with notice of acceptance. By declining, no email will be sent by that company to any person, their employer, or any third party.

Users of the Site may send you notes that will be stored in your profile. You will have the right to delete and block further contact from any user with whom you do not wish to communicate. Jobster will send you a notice that a note has been left. You will also receive email notifications when users of the Site request that you become their Contact and leave you a recommendation or endorsement. In addition to the ability to leave you a note, your contacts will be able to email you. You have the right to choose who can contact you, and who can see your email address. You have the right to report any user, note or endorsement that you find inappropriate by e-mailing us through our contact us page:  http://www.jobster.com/corp/support/. You are solely responsible for your interactions with other users of the Site or Service. Jobster reserves the right, but has no obligation, to monitor disputes between you and other users.

Your profile must truthfully describe you, an individual person. Examples of inappropriate profiles include, but are not limited to, profiles that purport to represent a place, inanimate object, fictional character, animal or real individual who is not you.

You are solely responsible for the Content that you communicate, publish, display, or post on the Service, or transmit to other users (collectively, "Post"). Jobster reserves the right to remove any content, including the Content, from the Site that hinders the intended use and/or user experience (e.g., contact information that is entered in a title field). You agree that you will not take any action or Post any Content that is prohibited by this Agreement.

You may not Post inappropriate Content on the Site. The following is a partial list of the kind of Content that is inappropriate and prohibited on the Site. Jobster reserves the right to investigate and take appropriate legal action, in its sole discretion, against you if you violate these provisions, including without limitation, removing the offending Content from the Site and Service and terminating your account and/or access. Content that is prohibited includes any acts or Content that:

  1. is patently offensive to the online community, such as Content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual
  2. harasses or advocates harassment of another person or entity
  3. involves the transmission of "junk mail", "chain letters," or unsolicited mass mailing ("spam" or "spamming")
  4. transmits files that contain viruses, corrupted files, or any other similar software or programs that may damage or adversely affect the operation of a computer, our Site, any software or hardware, or telecommunications equipment
  5. promotes information that is false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous
  6. impersonates any person or entity, including, but not limited to, a Jobster representative, or falsely states or otherwise misrepresents your affiliation with a person or entity
  7. promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protect devices, or providing pirated music or links to pirated music files
  8. contains restricted or password-only access pages, or hidden pages or images (those not linked to or from another accessible web page)
  9. displays pornographic or sexually explicit material of any kind
  10. provides material that exploits people under the age of 18 in a sexual or violent manner, or solicits personal information from anyone under 18
  11. provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses
  12. solicits passwords or personally identifying information for commercial or unlawful purposes from other users
  13. engages in commercial activities and/or sales without our prior written consent, including, but not limited to contests, sweepstakes, barter deals, advertising, and pyramid schemes, or other uses of the Site that Jobster deems inappropriate
  14. forges or manipulates headers, identifiers or other data in order to disguise the origin of any content transmitted through our Site, or to manipulate your presence on our Site
  15. takes any action that imposes an unreasonably or disproportionately large load on our infrastructure
  16. engages in any illegal activities
  17. uses spiders, bots or avatars to navigate this Site
  18. circumvents stated policies or misuses the Site or Service for purposes it was not intended, or Jobster deems inappropriate.

Even though all of this is strictly prohibited, you should be aware that there is a chance that in using this Site, you might be exposed to such items or behavior and, to the maximum extent allowed by law, you further waive your right to any damages (from any party) related to such exposure. You agree to use this Site and the Service in a manner consistent with any and all applicable laws and regulations.

You agree that you must evaluate, and bear all risks associated with, your use of any content posted, emailed or otherwise made available via the Site or Service. You may not rely on such content. You acknowledge and understand that Jobster does not pre-screen or approve content (including but not limited to the Content), but that Jobster shall have the right (but not the obligation) in its sole discretion to refuse, delete or move any content that is available via the Site or Service for violating the terms of this Agreement or for any other reason. UNDER NO CIRCUMSTANCES WILL JOBSTER BE LIABLE IN ANY WAY FOR ANY CONTENT ON THE SITE OR MADE AVAILABLE THROUGH THE SERVICE OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY SUCH CONTENT.


SPAMMING. You will not engage in advertising to, or solicitation of, other members and users of the Site or Service to buy or sell any products or services through the Site or Service. Further, you will not transmit "junk mail", "chain letters," or unsolicited mass mailings, conduct any form of "spamming", or circumvent our job posting policies while using the Site or Service. Although Jobster cannot monitor the conduct of its users off the Site, it is also a violation of these terms to use any information obtained from the Site or Service in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to any member or user for purposes other than in the context of your use of the Site and Service as permitted under this Agreement. In order to protect our users from such advertising or solicitation, Jobster reserves the right to restrict the number or type of jobs posted and/or emails sent by you, in our sole discretion.

TERMINATION OF SERVICE. You agree that Jobster, in its sole discretion, has the right (but not the obligation) to delete or deactivate your account, block your email or IP address, or otherwise terminate your access to or use of the Site and Service (or any part thereof), immediately and without notice, and remove and/or destroy any Content within the Site or Service, for any reason, including, without limitation, if Jobster believes that you have acted inconsistently with the terms of this Agreement. Further, you agree that Jobster shall not be liable to you or any third party for any termination of your access to the Site or Service. Further, you agree not to attempt to use the Site or Service after said termination.

JOB POSTING SERVICE. You may use our Job Posting Service, which is described in detail at our FAQs, by following the Job Posting instructions and providing us with all required information, including a valid credit card number. If you use our Job Posting Service, you agree to comply with our current rules and processes and pay us the applicable amount(s), which may be nonrefundable, as set forth in our FAQs. All fees are payable upon demand on your credit card (American Express, Discover, Visa or MasterCard). By advertising your job with the Job Posting Service you authorize us to charge your credit card for amounts due. We may accumulate the fees you owe us and charge your credit card periodically, the timing and frequency of which will be at our sole discretion. You may terminate your use of the Job Posting Service at any time by deleting your job posting as described in our FAQs. We will remove your credit card information from our system upon your request by telephone (888-611-5627), and you understand that you will not be able to use the Job Posting Service without having a valid credit card on file with us. We may terminate your use of the Job Posting Service at any time. The terms of our FAQs relating to the Job Posting Service are hereby incorporated into this Agreement. YOU UNDERSTAND AND AGREE THAT WE MAY REVISE ANY OR ALL OF OUR FAQs FROM TIME TO TIME WITHOUT NOTICE TO YOU AND YOUR CONTINUED USE OF THE JOB POSTING SERVICE CONSTITUTES YOUR ACCEPTANCE OF SUCH REVISED FAQs.

JURISDICTION. This Agreement shall be governed by the laws of the State of Washington, without reference to its conflicts of law principles. Any dispute arising from or related to this Agreement or the use of the Service or Site shall be resolved exclusively in the state and federal courts located in King County, Washington, and you agree to submit to the exclusive jurisdiction of and venue in such courts. Jobster makes no representation that materials on the Site are appropriate or available for use in locations outside the United States. If you access this Site from outside the United States, be advised that this Site may contain references to products and services that are not available to you, or are regulated or prohibited in your country.

LINKS. Some links on the Site will allow you to connect with sites that are not under Jobster’s control. Jobster is providing these links only as a convenience. The appearance of a link does not imply Jobster’s endorsement of, and Jobster is not responsible for the contents of, any linked site. You access the linked sites at your own risk.

OWNERSHIP OF INTELLECTUAL PROPERTY. This Agreement does not transfer from Jobster to you or any user any proprietary technology developed and/or owned by Jobster or any intellectual property rights owned or otherwise held by Jobster, including incorporated into or used to provide the Service. To the extent that you provide any feedback, suggestions or improvements to Jobster regarding the Site or Service ("Feedback"), you hereby grant to Jobster a nonexclusive, perpetual, irrevocable, royalty-free, fully-paid worldwide license to use, reproduce, sublicense, modify, adapt, distribute and otherwise exploit such Feedback.

NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT. Jobster respects the intellectual property of others, and we ask our users to do the same. Jobster may, in appropriate circumstances and at its discretion, disable and/or terminate access to the Site or the Service for users who may be infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide to Jobster the following information:

  1. an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright or other intellectual property interest
  2. a description of the copyrighted work or other intellectual property that you claim has been infringed
  3. a description of where the material that you claim is infringing is located on the Site
  4. your address, telephone number, and email address
  5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law
  6. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf

For notice of claims of copyright or other intellectual property infringement, Jobster's claims processor can be reached by mail or email. Please address your correspondence to:

Jobster, Inc.

Attention: DMCA Claims

3131 Elliott Avenue

Suite 600

Seattle, WA 98121

 

feedback@jobster.com

 

INDEMNITY: You agree to indemnify, defend and hold harmless Jobster from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses arising out of any unauthorized uses you may make of any material on the Site or any breach by you of this Agreement.

NO WARRANTY. THE SERVICE IS PROVIDED ON AN "AS IS" BASIS. JOBSTER RESERVES THE RIGHT WITHOUT PRIOR NOTICE TO DISCONTINUE OR CHANGE THE SPECIFICATIONS OF PRODUCTS AND SERVICES OFFERED ON THIS SITE. USE OF THE SERVICE IS AT YOUR OWN RISK. JOBSTER DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. JOBSTER DOES NOT WARRANT THAT THE SERVICE OR SITE WILL BE UNINTERUPTED, ERROR-FREE, OR COMPLETELY SECURE, THAT THIS SITE OR ITS SERVERS WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED EVEN IF JOBSTER IS AWARE OF THEM.

 

LIMITATION OF LIABILITY. YOU EXPRESSLY UNDERSTAND AND AGREE THAT JOBSTER SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF JOBSTER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SITE AND/OR SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SITE AND/OR SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR CONTENT, TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE AND/OR SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SITE AND/OR SERVICE.

COPYRIGHT AND TRADEMARK. Unless otherwise noted, all materials on this Site are protected as the copyrights, trade dress, trademarks, service marks, and/or other intellectual property owned by Jobster or by other parties that have licensed their material to Jobster. Jobster trademarks and service marks on the Site represent some of the trademarks or service marks currently owned or controlled by Jobster in the United States and/or in one or more other countries. All rights not expressly granted are reserved by Jobster, Inc.

Notification Procedures. It is our policy to provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to our customers or web site users, via e-mail notice, written or hard copy notice, or through conspicuous posting of such notice on the relevant Jobster website, as determined by us in our sole discretion. Notwithstanding the foregoing, we reserve the right to determine the form and means of providing notifications to our customers or web site users.

ENTIRE AGREEMENT. For jobseekers, trial users, subscribers and members, this Agreement (for recruiters, this Agreement together with the Master Service Agreement) represents the entire agreement between you and Jobster with respect to the subject matter hereof.


JANUARY 31, 2008 UPDATES: We added the new sections “Your Profile” and “Notification Procedures”. We added the Talent Network Service and the Powered by Jobster Service to our named list of Services.

AUGUST 8, 2007, UPDATES: Our Featured Advertising Service is now called our Job Posting Service, and we changed our fees.

 

THIRD PARTY CONTENT FOUND WITHIN THE SITE:

THE HOOVER’S D&B USER NOTICE: The information is provided for your internal use only and may not be copied or redistributed for any reason. This information is provided "as is" without warranty of any kind. The information is the intellectual property of the provider or its information providers. In no event will provider or its information providers be liable in any way with regard to such information. Your use of the information must in all cases comply with all applicable laws and regulations.

SPOKE SOFTWARE, INC. SERVICE TERMS: The Spoke Software, Inc. Service Terms govern your use of Jobster’s Enhanced Sourcing Feature – Powered by Spoke.


Spoke Software Inc.

SERVICE TERMS

(Jobster’s Enhanced Sourcing Feature – Powered by Spoke)

Read this agreement carefully.

BY Clicking the "I accept the user agreement" Button, YOU ARE ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, which governs YOUR USE OF the ONLINE SERVICE. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU.

IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, make no further use of the SPOKE Service (THE "SERVICE"). YOU WILL NOT BE GIVEN ACCESS TO the Service UNLESS YOU ACCEPT THE TERMS OF THIS AGREEMENT. IF YOU HAVE ORDERED THE SERVICE AND PAID A FEE FOR USE OF THE Service, AND DO NOT AGREE TO THESE TERMS, YOU MAY TERMINATE your subscription FOR A REFUND of the unused portion of your subscription, PROVIDED YOU DO NOT USE THE Service and notify jobster, INC., a delaware corporation ("Jobster"), in writing within that time of your termination for that reason.

IF You wish to use THE Service as an employee, contractor, or agent of A CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, THEN You must be AUTHORIZED TO SIGN FOR AND BIND THE ENTITY in order to ACCEPT THE TERMS OF THIS AGREEMENT. THE LICENSES GRANTED UNDER THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL.

Notice: The Service is licensed to you on a subscription basis only. Your right to use the Service will automatically terminate at the end of your subscription period unless you renew your subscription, or unless you allow your subscription to be automatically renewed.

*****

This Agreement is between Spoke Software, Inc., a Delaware corporation having its principal place of business at 1900 South Norfolk Street, Suite 290, San Mateo, CA 94403 ("Spoke") and the customer (individual or entity) that has procured the online Service for use as an end user ("you") whether for trial use or on a subscription basis. This Agreement covers any online services made available to you by Spoke and delivered herewith, as well as all supporting technical documentation provided to you.

1. Definitions.

1.1 Agreement means this Agreement and any materials available on the Spoke website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by Spoke from time to time in its sole discretion.

1.2 Content means the audio and visual information, Spoke Data, documents, software, products and services contained or made available to you in the course of using the Service.

1.3 Documentation means the supporting technical documentation provided with the Service.

1.4 Effective Date means the date this Agreement is accepted by selecting the "I ACCEPT THE USER AGREEMENT" option presented on the screen after this Agreement is displayed.

1.5 Service means Spoke's online sales prospecting and relationship management services developed, operated, and maintained by Spoke, accessible via http://www.spoke.com, http://center.spoke.com, a syndicated service, or another designated web site or IP address, the Content, and any ancillary services rendered to you by Spoke, to which you are being granted access under this Agreement.

1.6 Spoke Data means any data made available by the Service (whether on the Service itself, offered for download, or otherwise).

1.7 Spoke Technology means all of Spoke's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Spoke in providing the Service.

2. License Grants.

2.1 License to Use the Service. Spoke hereby grants you, during the term of your subscription (as set forth in Section 6.1) and so long as your payment for the Spoke service is current, a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. You may use the Service via (a) Spoke's web interface using a commercially available web browser and (b) via interfaces presented by Spoke partners and resellers on the web. Except as otherwise agreed in writing with Spoke, you may not use any other software or service to access the Service.

2.2 License to Content. The Content (including Spoke Data) is intended solely for your use during the term of your subscription and may only be used in accordance with the terms of this Agreement. You shall abide by all copyright notices, information, and restrictions contained in any Content accessed through the Service. You may download or copy the Content for your own use only (or the use of your company, if you are agreeing to these terms on behalf of your company), provided that you maintain all copyright and other notices contained in such Content. Copying or storing of any Content for other than this use is expressly prohibited without prior written permission from Spoke, or from the copyright holder identified in such Content's copyright notice. You acknowledge that Spoke has expended significant effort and expense compiling the Spoke Data, and that your rights to use the Spoke Data are only as permitted by your subscription (under the then-current terms of the subscription type ordered by you), and that your rights to the Spoke Data terminate when your subscription terminates. You may not use the Service for the purpose of compiling a database of information for distribution or resale.

2.3 No Use of Software or Spoke Data after Subscription Expiration. Any use of the Spoke Data, the Service, or the Content without a valid subscription is strictly prohibited. Unless you renew your subscription (or allow your subscription to be automatically renewed), your access to the Service will automatically expire at the end of your subscription period.

2.4 All Other Rights Reserved. All rights not expressly granted to you in this Agreement are reserved by Spoke and its licensors.

3. License Restrictions.

3.1 No Sharing of User Accounts. If you are an individual, this means that your subscription applies only to you as the single named user, and you may not transfer your subscription to someone else, even if the term of your subscription has not yet expired. For entities purchasing subscriptions for use by its employees, contractors, or agents, once a user account has been established, only the named user of that account is entitled to the subscription; that user account can only be redeployed for use by another user by Jobster, at your request.

3.2 No Sharing of User Names. Each individual or entity that has ordered a subscription from Jobster will be assigned a unique user name to which the named user accounts will be associated. If you are an individual, this means that you may not allow any other person to use your user name. For entities purchasing subscriptions for use by its employees, contractors, or agents, this means that you will not allow any other entity (or any other entity's employee) to use your user name.

3.3 Limitation on Content Downloads. Except as permitted under the subscription type purchased by you, you are not licensed to download Content "in bulk," whether manually or using any automated means. Spoke may terminate or suspend access to your account if, in Spoke's discretion, Spoke believes you are doing so. Spoke may place certain limits on the amounts or types of Spoke Data which may be downloaded from the Service (which limitations may be as to kinds of data, per period, per subscription, per user, or otherwise).

3.4 You shall not (and shall not allow any third party to): (a) decompile, disassemble, or otherwise reverse engineer the Service or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of the Service by any means whatsoever (except and only to the extent that applicable law prohibits or restricts reverse engineering restrictions); (b) distribute, sell, sublicense, rent, lease or use the Service (or any portion thereof) for time sharing, hosting, service provider or like purposes; (c) remove any product or brand identification, proprietary, copyright or other notices contained in the Service; (d) modify any part of the Service, create a derivative work of any part of the Service, or incorporate the Service into or with other software or service, except to the extent expressly authorized in writing by Spoke; or (e) publicly disseminate performance information or analysis (including, without limitation, benchmarks) from any source relating to the Service.

3.5 You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service or its interfaces in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.

3.6 You shall not use the Service to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material including that are deemed threatening or obscene, or engage in any kind of illegal activity. You will not (a) run Maillist, Listserv, any form of "spider" or "crawler," any form of auto-responder, or "spam" on Service or its website(s) (the "Site"), (b) use any automated means to access or collect any content, information or data from the Site, or (c) run any processes that run or are activated while you are not logged in.

4. Ownership of Intellectual Property. As between you and Spoke, Spoke (and its licensors) shall own all rights, title and interest (including, without limitation, all patent, copyright, trademark, trade secret, sui generis database and other intellectual property rights) (a) in and to the Spoke Technology, the Content and the Service, and all copies, modifications and derivative works thereof and (b) any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale, but a limited license to use the Service and the Content in accordance with the terms of this Agreement. This Agreement does not convey to you any rights of ownership in or related to the Service, the Spoke Technology or any intellectual property rights owned by Spoke. The Spoke name, the Spoke logo and the product names associated with the Service are service marks or trademarks of Spoke or third parties, and no right or license is granted to use them.

5. Data Contributed by Spoke Users. You should be aware that some of the Spoke Data is not owned by Spoke but is contributed by the users of the Spoke Service (the "Submitted Information"). The users contributing such Submitted Information, not Spoke, have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, data protection obligations, intellectual property ownership, and grant of right to use all the Submitted Information.

6. Term and Termination.

6.1 Term. This Agreement shall be co-terminous with your subscription to Jobster's PeopleFind product.

6.2 Termination by Spoke. Any breach of your obligations or unauthorized use of the Spoke Technology or Service will be deemed a material breach of this Agreement. Spoke, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, Spoke may terminate a free account at any time in its sole discretion.

6.3 Survival. Sections 1 (Definitions), 3 (License Restrictions), 4 (Ownership of Intellectual Property), 5 (Data Contributed by Spoke Users), 6 (Term and Termination), 7 (No Warranty; Disclaimer of Warranties), 9 (Limitation of Remedies and Damages), 10 (Indemnification by You), 11 (Third Party Interactions), 12 (Confidential Information), 13 (Compliance), 14 (Copyright Infringement Notices), and 15 (General) shall survive any termination or expiration of this Agreement.

7. No Warranty; Disclaimer of Warranties.

7.1 No Warranty. Spoke does not guarantee that use of the Service will be uninterrupted or error-free. Spoke does not guarantee that the information accessed by the Service will be accurate or complete. Spoke does not review data provided by users. You acknowledge that performance of the Service may be affected by any number of factors, including without limitation, technical failure of the Software Technology, the acts or omissions of third parties, and other causes reasonably beyond the control of Spoke.

7.2 Disclaimer of Warranties. None of SPOKE, JOBSTER or aNY RESELLER OR OTHER RELATIONSHIP PARTNER makes any REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE or ANY CONTENT (the Service and the Content, together the "Spoke System".) None of SPOKE, JOBSTER or ANY RESELLER OR OTHER RELATIONSHIP PARTNER represents OR WARRANTs THAT (A) THE USE OF THE Spoke System WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE OR WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) The Spoke System WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE spoke System WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE Spoke System OR THE SERVER(S) THAT MAKE THE Spoke System AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE Spoke System IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF title, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY SPOKE AND ANY RESELLER OR OTHER RELATIONSHIP PARTNER. THIS WARRANTY DISCLAIMER AFFECTS YOUR LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

8. Internet Delays. Spoke's Services mAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. SPOKE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

9. Limitation of Remedies and Damages.

9.1 IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY You (OR BY A SPOKE PARTNER FOR YOUR SUBSCRIPTION) in the case of Spoke's liability to you, or DUE FROM YOU in the case of your liability to Spoke, IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH the Spoke System, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE Spoke System, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE Spoke System, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. This Section 9.1 shall not apply to you with regard to any claims arising under Sections 3 (License Restrictions), 10 (Indemnification by YOu), or 12 (Confidential Information), or in respect of any intellectual property rights of Spoke OR ITS SUPPLIERS.

9.2 The parties agree that the limitations specified in this Section 9 (Limitation of Remedies and Damages) will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

9.3 YOU ACKNOWLEDGE AND AGREE THAT JOBSTER AND SPOKE ARE SEPARATE, UNRELATED ENTITIES. BECAUSE JOBSTER HAS NO CONTROL OF THE SERVICE, THE SPOKE TECHNOLOGY OR THE CONTENT (INCLUDING BUT NOT LIMITED TO THE SPOKE DATA)(TOGETHER, THE "SPOKE PRODUCTS"), YOU ACKNOWLEDGE AND AGREE THAT JOBSTER DOES NOT ENDORSE AND IS NOT RESPONSIBLE OR LIABLE IN ANY MANNER FOR THE SPOKE PRODUCTS OR ANY OTHER PRODUCTS, MATERIALS OR INFORMATION PROVIDED TO YOU BY SPOKE. YOU FURTHER ACKNOWLEDGE AND AGREE THAT JOBSTER SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH THE USE OF OR RELIANCE ON ANY SPOKE PRODUCTS OR ANY OTHER PRODUCTS, MATERIALS OR INFORMATION PROVIDED TO YOU BY SPOKE.

10. Indemnification by You. You shall indemnify and hold Spoke, its licensors and licensees and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim, which if true, would constitute a violation by you of your representations and warranties; or (ii) a claim arising from the breach by you or your users of this Agreement, provided in any such case that Spoke (a) gives written notice of the claim promptly to you; (b) provides to you all available information and assistance; and (c) has not finally compromised or settled such claim.

11. Third Party Interactions. During use of the Service, you may enter into correspondence with, share personal information, or otherwise interact with either other users of the Service or non-users. Regardless of the fact that Spoke may have facilitated such interaction, any such activity, and terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. Spoke and its licensors shall have no liability, obligation or responsibility for any such correspondence or resulting business activity between you and any such third-party. Spoke does not warrant or otherwise represent that any data a third party may provide on the Service is accurate. Spoke provides this information only as a matter of convenience, and in no event shall Spoke or its licensors be responsible for any content, products, or other materials on or available through the Service.

12. Confidential Information. Any software, documentation or technical information provided by Spoke (or its agents) shall be deemed "Spoke Confidential Information" without any marking or further designation. Except as expressly authorized herein, you will hold in confidence and not use or disclose any Spoke Confidential Information. You acknowledge that disclosure of Spoke Confidential Information would cause substantial harm to Spoke that could not be remedied by the payment of damages alone and therefore that upon any such disclosure by you, Spoke shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law.

13. Compliance. Spoke and its licensors make no representation that the Service is appropriate or available for use in locations outside the United States of America. If you use the Service from outside the United States of America, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries and data protection laws. Any diversion of the Content contrary to United States law or this Agreement is prohibited.

14. Copyright Infringement Notices.

14.1 It is Spoke's policy to respond expeditiously to claims of intellectual property infringement. Spoke will promptly process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws. Please read this section carefully if you are submitting notice of alleged infringement by a user. Upon receipt of notices complying or substantially complying with the DMCA, Spoke will act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and will act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. Spoke will terminate access for subscribers and account holders who are repeat infringers.

14.2 You may submit a notice in writing directed to Spoke's designated agent for notification:

Frank Vaculin

Spoke Software, Inc.

1900 South Norfolk Street, Suite 290

San Mateo, CA 94403

Re: Spoke Copyright Infringement Notice

All written notices must include, at a minimum, the following:

  1. Identification of the copyrighted work claimed to have been infringed;
  2. Identification of the material that is claimed to be infringing or to be the subject of infringing activity;
  3. Information reasonably sufficient to permit Spoke to contact you, such as an address, telephone number, and, if available, an electronic mail address;
  4. A statement that the complaining party has a good faith belief that use of the material in the matter complained of is not authorized by the copyright owner, its agent, or the law;
  5. A statement that the information in the notice is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  6. An electronic or physical signature of the copyright owner or a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Upon receipt of notification of claimed copyright infringement, Spoke will follow the procedures outlined in Title II of the Digital Millennium Copyright Act (17 U.S.C. '512). Failure to include all of the above-listed information may result in a delay in processing the complaint.

14.3 When Spoke removes or disables access to any material claimed to be infringing, Spoke may attempt to contact the user who has posted such material in order to give that user an opportunity to respond to the notification, although Spoke makes no promise to do so.

14.4 Any and all counter notifications submitted by the user will be furnished to the complaining party. Spoke will give the complaining party an opportunity to seek judicial relief in accordance with the DMCA before Spoke replaces or restores access to any material as a result of any counter notification.

14.5 Spoke occasionally receives requests to remove Content. You acknowledge that we may remove any Content from the Service, if the posting of that Content violates the terms of this Agreement, or if you have violated this Agreement, or for any other reason.

15. General.

15.1 Assignment. This Agreement will bind and inure to the benefit of each party's permitted successors and assigns. Spoke may assign this Agreement without restriction. You may not assign or transfer this Agreement, in whole or in part, without Spoke's written consent. Any attempt to transfer or assign this Agreement without such written consent will be null and void.

15.2 Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect.

15.3 Governing Law; Jurisdiction and Venue. This Agreement shall be governed by the laws of the State of California and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods. Unless waived by Spoke in its sole discretion, the jurisdiction and venue for actions related to the subject matter hereof shall be the California state and United States federal courts located in Santa Clara County, California and both parties hereby submit to the personal jurisdiction of such courts.

15.4 Attorneys' Fees and Costs. The prevailing party in any action to enforce this Agreement will be entitled to recover its attorneys' fees and costs in connection with such action.

15.5 Notices and Reports. Spoke may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in Spoke's account information, or by written communication sent by first class mail or pre-paid post to your address on record in Spoke's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Spoke (such notice shall be deemed given when received by Spoke) at any time by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Spoke at 1900 South Norfolk Street, Suite 290, San Mateo, CA 94403, Attn: Legal Department. Any notice required to be provided to Jobster under this agreement must be by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Jobster at 3131 Elliott Avenue, Suite 600, Seattle, WA 98121, Attn: Legal Department.

15.6 Amendments; Waivers. No supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each party to this Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived.

15.7 Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. No provision of any purchase order or in any other business form employed by you will supersede the terms and conditions of this Agreement, and any such document issued by a party hereto relating to this Agreement shall be for administrative purposes only and shall have no legal effect.

15.8 Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party's behalf without the other party's prior written consent.

15.9 Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events, which occur after the signing of this Agreement and which are beyond the reasonable control of the parties, such as strikes, blockade, war, terrorism, riots, natural disasters, refusal of license by the government or other governmental agencies, in so far as such an event prevents or delays the affected party from fulfilling its obligations and such party is not able to prevent or remove the force majeure at reasonable cost.